MALT  LIMTED  #2
                  SPORTSBOOK  SOFTWARE  LICENSE  AGREEMENT

THIS  AGREEMENT  is  entered  into  this  20th  day  of  September  2000,

BETWEEN:

     MALT  LIMTED,  with  registered  offices  in  Rarotonga,  Cook  Islands;
(hereinafter  referred  to  as  the  "Licensee")

AND

     UNITED  CASINO  CORPORATION. with offices at 17612 Jordan Ave., 1A, Irvine,
CA  92612;(hereinafter  referred  to  as  "United")

WHEREAS,

A.  UNITED  owns  rights  to  Internet  sports-book  software  (the "Software");

B.   UNITED  wishes  to  license  the  Software  to  other  companies;  and

C.   The  Licensee  wishes to license the Software and make use of such Software
in  order  to  operate  an  Internet  sports-book  site.

NOW  THEREFORE, in consideration of the premises and mutual covenants herein set
forth,  the  parties  agree  as  follows:


1.   GENERAL  PROVISIONS
-----------------------

1.1  DEFINITIONS


     1.1.1     "Licensed Software" shall mean a licensed data processing program
               or  micro  program consisting of a series or sequence of signals,
               or  instructions,  statements,  or  fonts  stored on any media in
               machine  readable  form,  and any related licensed materials such
               as,  but  not  limited to, graphics, flow charts, logic diagrams,
               manuals,  and  listing made generally available by UNITED for use
               in  connection with the licensed programs.  The Licensed Software
               shall  consist  of a Sports-book.  The Sports-book shall have the
               ability to receive wagers or bets on sporting events from players
               throughout  the  world.

     1.1.2     "Hardware"  shall  mean  all  the  necessary  computers, routers,
               cabling,  monitors,  hard  drives,  back-up  systems,  and  other
               equipment  as  may  be required in order to store, distribute and
               run  the  Licensed  Software.

     1.1.3     "Customer  Information"  shall mean all data collected and stored
               on  customers  including,  without limiting the generality of the
               foregoing,  name,  address, phone and fax number, e-mail address,
               credit  card numbers and expiration dates or information on other
               types  of  payments,  amounts  wagered and frequency of wagering.

     1.1.4     "Confidential  Information" shall mean material in the possession
               of  UNITED  which is not generally available to or used by others
               or  the  utility  or  value  of  which  is not generally known or
               recognized  as  standard practice, including, without limitation,


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               all  financial  business  and  personal data relating to UNITED's
               clients,    any    non-public   information   about   affiliates,
               subsidiaries,   consultants   and  employees  of  UNITED  or  its
               affiliates, business and marketing plans, strategies and methods,
               studies,  charts,  plans,  tables  and  compilations  of business
               industrial information, computer software and computer technology
               whether  patentable,  copyrightable  or not, which is acquired or
               developed  by  or on behalf of UNITED or its affiliates from time
               to  time.

1.2  INDEMNIFICATION

     1.2.1     The  Licensee acknowledges and agrees that neither UNITED nor any
               of  its  members, shareholders, directors, officers, employees or
               representatives  will  be  liable  to  the Licensee or any of the
               Licensee's  customers  for  any special, indirect, consequential,
               punitive  or exemplary damages, or damages for loss of profits or
               savings,  in  connection with this Agreement, the services or the
               Hardware  or any other information, material or services provided
               by  UNITED to the Licensee under this Agreement.  If, despite the
               foregoing  limitations,  UNITED  or  any  of  its  shareholders,
               directors,  officers,  employees or representatives should become
               liable  to  the  Licensee  or  any other person (a "Claimant") in
               connection  with  this  Agreement,  then  the  maximum  aggregate
               liability  of  UNITED,  its  members,  shareholders,  directors,
               officers,  employees  and representatives for all such things and
               to  all  such parties will be limited to the lesser of the actual
               amount  of  loss or damage suffered by the Claimant or the amount
               of  the Licensee's fees payable by the Licensee to UNITED for the
               six  months  prior  to  the  loss.

     1.2.2     The  Licensee  shall  indemnify  and save harmless UNITED and its
               members,  shareholders,  directors,  officers,  employees, agents
               ,  contractors,  representatives, parent company, or subsidiaries
               (together,  the  "Indemnified  Parties")  from  and  against  all
               damages,  losses, costs and expenses (including actual legal fees
               and costs), fines and liabilities incurred by or awarded asserted
               or  claimed  against  any  of  the  Indemnified  Parties  by  any
               licensing  or  government  agency  who  licenses,  regulates,  or
               otherwise  governs  the  licensing or use of Internet gambling in
               connection  with  the Licensee's activities under this Agreement,
               including  claims  brought  by a person using or relying upon any
               advice  given  or  publication  produced  and  distributed by the
               Licensee.

     1.2.3     Notwithstanding  anything in this Section 1.2, if UNITED is found
               guilty  of  fraud  in  executing  its'  obligations  under  this
               Agreement,  the  Licensee  shall  not  be  responsible  for  any
               indemnification of the Indemnified Parties to the extent that the
               fraud  has  caused  there  to  be  damages.


1.3  DISRUPTIONS

     1.3.1     The  Licensee acknowledges that from time to time, as a result of
               Software failure or acts of God, the services provided under this
               Agreement  by  UNITED can be temporarily disrupted.  The Licensee
               acknowledges  and  agrees  that  neither  UNITED  nor  any of its
               members,  shareholders,  directors,  officers,  employees  or
               representatives  will  be  liable  to  the Licensee or any of the
               Licensee's  customers  for  any special, indirect, consequential,
               punitive  or exemplary damages, or damages for loss of profits or
               savings,  in  connection  with  these  temporary  disruptions.



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     1.3.2     The  Licensee  acknowledges  that UNITED's ability to perform its
               obligations  under  this  Agreement  may be subject to government
               licensing  in  whatever  jurisdiction  Licensee  may  choose  to
               operate.  UNITED  shall not be held liable for any damages of any
               kind  whatsoever  that  may  result  from  changes  in government
               legislation  or  policy.


1.4  CONDITIONS  OF  LICENSE

     This  license  is  granted  under  the  following  conditions:

     1.4.1     The  Licensee acknowledges that its rights in and to the Licensed
               Software  may  not be assigned, licensed or otherwise transferred
               by  operation of law without the prior written consent of UNITED.
               Violation of this section is grounds for immediate termination of
               this  Agreement.  UNITED  will  not  withhold  its consent to the
               Licensee's  requests  to  sub-license  the Licensed Software to a
               third  party subject to the following obligations of the Licensee
               and  limitations  of  UNITED:

               A.  that the Licensee will have first provided UNITED with a copy
               of  its  draft  sub-licensing  agreement  with  the proposed sub-
               licensee  (the  "Sublicensee"),  such  agreement must contain the
               following  provisions  (the  "Sub-licensing  Agreement"):

                    1.  that  Licensee is responsible for all communication with
                    the  Sublicensee  and  UNITED will have no responsibility in
                    this  regard;

                    2.  the  Sublicensee  shall obtain no rights in the licensed
                    Software  other  than those specifically granted in the Sub-
                    licensing  Agreement;

                    3.  that  the  Licensed  Software  is  the  sole property of
                    UNITED,  and  that  Licensee has only the specific rights to
                    sub-license  that  are  granted  to it under this Agreement;
                    and,

                    4.  that  the  cost of any upgrades to the Licensed software
                    that are sublicensed to the Sublicensee will be borne by the
                    Licensee.

     1.4.2     Copyright,  trademarks  and  other  proprietary  rights of UNITED
               (UNITED's  Intellectual  Property) protect the Licensed Software.
               The  Licensee  may be held directly responsible for acts relating
               to  the  Licensed  Software  which  are  not  authorized  by this
               Agreement.

     1.4.3     All  right,  title  and  interest in and to UNITED's Intellectual
               Property  to  the  Licensed Software, and any copies thereof, and
               all  documentation,  code  and  logic,  which  describes  and/or
               comprises  the  Licensed  Software  remains  the sole property of
               UNITED.

     1.4.4     UNITED  shall  not  be  responsible for failure of performance of
               this  Agreement  due to causes beyond its control, including, but
               not limited to, work stoppages, fires, civil disobedience, riots,
               rebellions,  acts  of  God,  and  similar  occurrences.

     1.4.5     The  Licensee acknowledges that this is a non-exclusive agreement
               and  that  UNITED  will  license the Licensed Software to as many
               other  parties as are willing to enter into a licensing agreement
               with  UNITED.


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     1.4.6     The  Licensee  shall  be  responsible  for ensuring that they are
               operating  the  Licensed  Software in compliance with any and all
               applicable  state,  provincial, national, and international laws.

     1.4.7     The  Licensee  shall  provide  UNITED  with  all  documentation
               necessary  to  show  that  the  Licensee has obtained any and all
               necessary  licenses  in order to operate an Internet Sports-book.

     1.4.8     It  is  the  policy  of UNITED to prevent the use of the Licensed
               Software  for  use as a "money laundering" vehicle.  The Licensee
               warrants  that  they  will  undertake  all  reasonable efforts to
               prevent  persons  from  using  the Licensed Software for use as a
               money-laundering  vehicle.  If  it  is  revealed
               that  the Licensee is purposely allowing or is willfully blind to
               money  laundering,  UNITED  may  terminate this agreement without
               notice.


1.5  TERM  AND  TERMINATION

     1.5.1     This Agreement shall commence and be deemed effective on the date
               when fully executed (the "Effective Date").  This Agreement is in
               effect  for a period of three-years and (the "Term") and shall be
               automatically renewed indefinitely with additional one year terms
               unless  the  Licensee gives written notice of termination of this
               Agreement  at  least  45  days  prior  to the end of any one year
               period.

     1.5.2     UNITED  may  terminate this Agreement by giving written notice to
               the Licensee at least six months prior to the end of any one year
               term  provided,  however,  UNITED  shall  not  give  notice  of
               termination  in  the  first  term  of  this  Agreement  except as
               provided  elsewhere  in  this  section  1.5.

     1.5.3     UNITED  may  terminate  this Agreement at any time upon five days
               notice  if the Licensee is more than 30 days in arrears in paying
               any  quarterly  payment  due  and  owing to UNITED.  The Licensee
               shall  be  allowed  to  cure the breach during the notice period,
               thus  pre-empting UNITED's ability to terminate this Agreement in
               accordance  with  this  section.

     1.5.4     UNITED  may  terminate  this Agreement at any time upon five days
               notice  if  the  Licensee becomes bankrupt or insolvent or ceases
               carrying  on  business  for  any  reason.

     1.5.5     The  Licensee  may terminate this Agreement at any time upon five
               days  notice  if  UNITED  becomes bankrupt or insolvent or ceases
               carrying  on  business  for  any  reason.

     1.5.6     The  Licensee  may,  inter  alia, terminate this Agreement at any
               time  upon  five days notice if UNITED is materially in breach of
               this Agreement for more than 30 days.  UNITED shall be allowed to
               cure  the  breach  during the notice period, thus pre-empting the
               Licensee's ability to terminate this Agreement in accordance with
               this  section.

     1.5.7     UNITED  may  terminate  this Agreement at any time upon five days
               notice if UNITED, or any of its principals, officers or Directors
               becomes  the  subject of third party civil or criminal litigation
               as  a  result  of the Licensee's operations under this Agreement.
               The litigation contemplated herein must be material, and found to
               be  of  a  serious  nature  by  independent  legal  counsel.

     1.5.8     Upon   termination   of   this   Agreement,  the  Licensee  shall
               immediately  return  to  UNITED any and all of UNITED's materials

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               which  UNITED  has  a  proprietary  right  in  that  are  in  the
               Licensee's  possession and/or in the possession of the Licensee's
               agents,  servants  and  employees.

     1.5.9     Upon  termination  of  this  Agreement,  all Customer Information
               shall  be  given to the Licensee and UNITED shall not make use of
               or  disclose  any  Customer  Information  to  any  third  party.


1.6  REMUNERATION

     1.6.1     The  Licensee  shall  pay to UNITED a fee of U.S.$100,000 payable
               in  an  initial  fee  of  U.S.$10,000  due  on  execution of this
               Agreement  and quarterly fees of $U.S.$10,000 payable on the 20th
               day of December, March, June and September for each of the next 9
               quarters.

     1.6.2     All  monthly  payments  shall  be  delivered to UNITED by the due
               date.


1.7  CONFIDENTIALITY

     1.7.1     The  Licensee  shall  not  disclose,  publish,  or  disseminate
               Confidential  Information  to  anyone  other  than  those  of its
               employees  or others with a need to know, and the Licensee agrees
               to  take  reasonable precautions to prevent any unauthorized use,
               disclosure,  publication,  or  dissemination  of  Confidential
               Information.  The  Licensee  agrees  not  to  use  Confidential
               Information  otherwise  for  its own or any third party's benefit
               without  the  prior  written  approval  of  an  authorized
               representative  of  UNITED  in  each  instance.

     1.7.2     UNITED  shall  not  disclose,  publish,  or  disseminate Customer
               Information  to  anyone  other than those of its employees with a
               need  to  know,  and UNITED agrees to take reasonable precautions
               to  prevent  any  unauthorized  use,  disclosure, publication, or
               dissemination  of Customer Information.  UNITED agrees not to use
               Customer  Information  otherwise for its own or any third party's
               benefit  without  the  prior  written  approval  of an authorized
               representative  of  the  Licensee  in  each  instance.

     1.7.3     All  Confidential  Information,  and  any  Derivatives  thereof
               whether  created  by UNITED or the Licensee, remains the property
               of  UNITED  and  no  license  or  other  rights  to  Confidential
               information  is  granted or implied hereby.  For purposes of this
               Agreement,  "Derivatives"  shall  mean:  (a) for copyrightable or
               copyrighted  material,  any translation, abridgement, revision or
               other  form  in which an existing work may be recast, transformed
               or  adapted;  (b)  for  patentable  or  patented  material,  any
               improvement  thereon;  and (c) for material which is protected by
               trade  secret,  any new material derived from such existing trade
               secret material, including new material which may be protected by
               copyright,  patent  and/or  trade  secret.

     1.7.4     Notwithstanding  anything  in  this  Section 1.7, UNITED shall be
               allowed to use Customer Information for the purpose of fulfilling
               its reporting obligations as a public company.  UNITED shall also
               be  allowed  to use Customer Information in a statistical form so
               long  as  it does not identify individuals or specific companies.






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2.1       OBLIGATIONS  OF  THE  LICENSOR

     2.1.1     UNITED  shall  make  all reasonable efforts to repair and correct
               any  problems arising under UNITED's areas of responsibility that
               may  arise from time to time which would cause it to be unable to
               perform  its'  obligations  under  this  Agreement
               (see  section  1.4.4).

     2.1.2     UNITED  shall  notify the Licensee of any problems that may arise
               from  time  to  time  and shall keep the Licensee apprised of any
               efforts  undertaken  to  rectify  the  problem.

     2.1.3     The  Hardware  shall  be located only in places where an Internet
               Sports-book  may  be  operated legally and where the Licensee has
               obtained all necessary licenses to operate an online Sports-book.

2.2  THE  LICENSED  SOFTWARE

     2.2.1     UNITED  shall  install  the  Licensed  Software  on the Hardware.

     2.2.2     UNITED  may  from time to time, at its discretion, add additional
               sporting  events which can be added to the Licensed Software.  If
               additional  events  become available, the Licensee may request to
               have  the additional events added to the Licensed Software at the
               actual  cost  to  UNITED.

     2.2.3     UNITED  may  from time to time, at its discretion, translate part
               or  all  of the Games into other languages, which can be added to
               the Licensed Software.  If additional languages become available,
               the  Licensee  may request to have the additional languages added
               to  the Licensed Software at fees to be negotiated between United
               and  the  Licensee.

     2.2.4     Notwithstanding  anything stated in this section 2.2, any changes
               requested  by  the Licensee to be made to the graphics portion of
               the Licensed Software, shall be charged to the Licensee at market
               rates,  which  in  this  instance  shall be UNITED's actual cost.

     2.2.5     UNITED shall only be required to provide the Licensed Software in
               the  English  language.

     2.2.6     UNITED will provide all upgrades of the Licensed Software that do
               not  require  changes to the graphical interface, at no charge to
               the  Licensee.

     2.2.7     All  upgrades  are to be made available to the Licensee within 30
               days  of  the  completion  of  testing.

     2.2.8     The  Licensee  may  operate  the  Sports-book  on  only  one URL.


2.3  FINANCIAL  TRANSACTIONS

     2.3.1     UNITED  shall  provide  a transaction processing system that will
               allow  the  Licensee's  customers  to deposit funds for wagers on
               Sporting  events  (the  "Transaction  Processing  System").  The
               Licensee's  customers  will  be  able  to  deposit  funds via the
               Internet  through  the  use of Visa, Master Card, and/or American
               Express  credit  cards.  Other  methods  of  payment  may be made
               available  from time to time at UNITED's discretion, at a cost to
               the  Licensee  to  be  agreed  upon  at  the  time.

     2.3.2     UNITED  shall  only  be  responsible  for  processing credit card
               debits  and  credits for which the Licensee holds the appropriate
               merchant  number  accounts.

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     2.3.3     The  Licensee  shall be responsible for all aspects of collecting
               and  paying  funds,  in  accordance  with  this  Agreement.

     2.3.4     The  Licensee  shall have no rights whatsoever in the Transaction
               Processing  System.

2.4  TECHNICAL  SUPPORT

     2.4.1     UNITED  shall  technical  support  the  Licensee.

     2.4.2     UNITED  shall  make  the  Technical  support  available  via  the
               Internet  and  via  telephone  lines.

     2.4.3     UNITED  shall  determine the number of people acting as technical
               support  and the number of incoming telephone lines for technical
               support  in  its  absolute  discretion.

     2.4.4     Technical  support  offered via the telephone shall be in English
               language.  Technical support offered via the Internet shall be in
               English.


2.5  ACCOUNTING

     2.5.1     The  Software  shall  be complete with an accounting system which
               shall  provide  the  Licensee  with  the  ability  to track daily
               activity  of  players on the Licensee Sports-book site along with
               summaries  of  the  monthly  activity.


2.6  CUSTOMER  DATA

     2.6.1     The  Software will permit Licensee with the ability to maintain a
               database  containing  the  Customer  Information  and provide for
               daily  interim  Customer  Information  reports.

     2.6.2     The  Customer  Information  shall  remain  the sole and exclusive
               property  of  the  Licensee.


2.7  THE  GAMES


     2.7.1     The  Licensee  shall determine the betting limits for the Sports-
               book.  The  Licensee  may  choose  zero  as  a  betting  limit.

     2.7.2     The  Licensee  shall  be responsible for setting the odds for the
               sports-book  from  time  to  time,  in  its  sole  discretion.

     2.7.4     Licensee  shall  determine the sporting events to be available on
               the  Sports-book  and  that  the  Licensee  has  the  appropriate
               licenses  to  operate.

3.1       OBLIGATIONS  OF  THE  LICENSEE


     3.1.1     Licensee  shall supply the Hardware as defined in this Agreement.

     3.1.2     Licensee  shall  maintain  the  Hardware  and  pay  all costs for
               maintaining  and/or  upgrading  the  Hardware.

     3.1.3     Licensee  shall  supply  the  office  space required to house the
               Hardware.



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     3.1.4     The  Hardware  shall,  at  all  times,  remain  the  property  of
               Licensee.

     3.1.5     Licensee  will  require an appropriate connection to the Internet
               with  sufficient  bandwidth  to  properly  operate  the  Licensed
               Software.

     3.1.6     UNITED  shall  not  be  required  to  maintain  a redundant site.

     3.1.7     The  Licensee  shall be responsible for obtaining and maintaining
               all  necessary  licenses  for the operation of an Internet Sorts-
               book.

     3.1.8     The  Licensee  shall be responsible for obtaining and maintaining
               appropriate  merchant  numbers for the processing of Visa, Master
               Card  and American Express credit cards and any other credit card
               for which the Licensee may obtain merchant numbers (the "Merchant
               Numbers").


3.2  MARKETING

     3.2.1     The  Licensee  shall  be  responsible  for  all  marketing of the
               services  offered  through  the  Licensed  Software.


3.3  REGULATORY  ISSUES

     3.3.1     The  Licensee  shall  be solely responsible for determining which
               jurisdictions  they  choose to market to and receive wagers from.

     3.3.2     The  Licensee  shall  be responsible for determining the legality
               of  accepting  wagers  in  whichever jurisdictions they choose to
               market  to  and  receive  wagers  from.

     3.3.3     The  Licensee  shall  indemnify  UNITED  for any reasonable legal
               costs,  and fines that arise as a result of the Licensee choosing
               to  accept  wagers  from  any jurisdiction that determines or has
               determined  that  Internet  wagering  is  illegal.

3.4  THE  WEB  SITE

     3.4.1     The  Licensee shall construct and maintain the entire web site(s)
               where  the  Software  is  to  be made available to the Licensee's
               customers  (the  "Web  Sites").

     3.4.2     The  Licensee shall pay for any and all Uniform Resource Locators
               ("URL's")  that  the  Licensee deems necessary to properly market
               the  Licensed  Software.

     3.4.3     The  Licensee  shall  ensure  that  the Web Sites shall display a
               statement  that  the  software  is  licensed,  as  well  as  all
               proprietary  rights  symbols  such as Copyright and Trademark, as
               supplied  by UNITED (the "Symbols").  The Symbols shall be of the
               exact  same  size  and  font  as  supplied  by  UNITED.

     3.4.4     The  Licensee shall have the right to make any changes to the Web
               Sites  the  Licensee  feels  appropriate.  All  changes  that are
               effected  by  UNITED  will  be  charged to the Licensee at market
               rates.

     3.4.5     UNITED  shall not in any way be responsible for the design of the
               Web  Sites  utilized  by  the  Licensee.



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     3.4.6     The  Licensee shall include in their Terms and Conditions of Play
               for  the  Licensed  Software  the  Terms  and Conditions that are
               recommended  by  UNITED.  The  Licensee  may  embellish or add to
               these  Terms  and Conditions.  If the Licensee does not implement
               the minimum required Terms and Conditions, in so far as the Terms
               and  Conditions  would  have protected the Licensee, UNITED shall
               not  be  responsible to the Licensee, notwithstanding anything in
               this  Agreement.

4    STANDARD  CLAUSES
---------------------

4.1  NOTICES

     Unless  otherwise provided in this Agreement, any notice provided for under
     this  Agreement  shall  be  in  writing  and shall be sufficiently given if
     delivered  personally,  or  if  transmitted  by  facsimile with an original
     signed  copy  delivered  personally  within  twenty-four  hours thereafter,
     or  mailed  by  prepaid  registered  post  addressed  to  UNITED  at  their
     respective  addresses set forth below or at such other than current address
     as  is  specified  by  notice.



          To  UNITED:               United  Casino  Corporation
                                   17612  Jordan  Ave.  1A
                                   Irvine,  CA  92612

          To  the  Licensee:         Malt  Limited
                                   P.O.  Box  59
                                   Rarotonga,  Cook  Islands


4.2  ENTIRE  AGREEMENT  AND  SCHEDULES

     The  parties agree that this Agreement and its Schedule, if any, constitute
     the  complete  and  exclusive statement of the terms and conditions between
     the  Licensee  and  UNITED  covering  the  performance hereof and cannot be
     altered,  amended  or  modified except in writing executed by an authorized
     representative  of  each party.  The Licensee further agrees that any terms
     and  conditions  of  any  purchaser order or other instrument issued by the
     Licensee  in  connection  with  this  Agreement  which  are  in addition or
     inconsistent  with  the terms and conditions of this Agreement shall not be
     binding  on  UNITED  and  shall  not  apply  to  this  Agreement.


4.3  GOVERNING  LAW  AND  ARBITRATION

     Any  dispute  in  connection  with  this  Agreement  shall  be  settled  by
     arbitration  in accordance with any Arbitration Act agreed upon between the
     parties;  provided, however, should any dispute arise under this Agreement,
     the  parties  shall  endeavor  to  settle  such  dispute  amicably  between
     themselves.  In  the  event that the parties fail to agree upon an amicable
     solution,  such  dispute  shall  be  finally  determined  by arbitration as
     aforesaid.


4.4  GOVERNING  LAW

     This  agreement  and  all  Schedules  shall be governed by and construed in
     accordance  with the laws of Nevada, and the Licensee hereby attorns to the
     jurisdiction of the courts of the state of Nevada notwithstanding any other
     provision  expressed  or implied in either this agreement or the Schedules.



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4.5  TIME  TO  BE  OF  THE  ESSENCE

     Time  is  of  the  essence.


4.6  NUMBER  AND  GENDER

     In  this  Agreement  the use of the singular number includes the plural and
     vice  versa  the  use  of  any  gender  includes  all genders, and the word
     "person"  includes  an individual, a trust, a partnership, a body corporate
     and  politic,  an  association and any other incorporated or unincorporated
     organization  or  entity.


4.7  CAPTIONS

     Captions  or  descriptive words at the commencement of the various sections
     are  inserted  only  for convenience and are in no way to be construed as a
     part  of this Agreement or as a limitation upon the scope of the particular
     section  to  which  they  refer.


4.8  NON-ASSIGNABILITY

     This  Agreement  is personal to the Licensee, except as provided in S. 4.9,
     and  the  Licensee  may  not  assign  or  transfer  any  of  its  rights or
     obligations  under  this  Agreement  without  the  prior written consent of
     UNITED.


4.9  BENEFIT

     This  Agreement  shall  enure  to  the  benefit  of and be binding upon the
     Licensee,  its  successors  and  assigns.  The  Licensee  may  delegate the
     performance  of  any  of its obligations hereunder to any corporation which
     controls,  is  controlled  by or is under common control with the Licensee.


4.10  WAIVER

     No condoning, excusing or waiver by any party hereto of any default, breach
     of  non-observance  by  any  other  party hereto, at any time or times with
     respect to any covenants or conditions herein contained, shall operate as a
     waiver  of  that party's rights hereunder with respect to any continuing or
     subsequent  default,  breach  or  nonobservance,  and  no  waiver  shall be
     inferred from or implied by any failure to exercise any rights by the party
     having  those  rights.


4.11  FURTHER  ASSURANCE

     Each  of  the  parties  hereto  hereby covenants and agrees to execute such
     further  and  other  documents  and  instruments and to do such further and
     other  things  as may be necessary to implement and carry out the intent of
     this  Agreement.


4.12  CUMULATIVE  RIGHTS

     All rights and remedies of UNITED are cumulative and are in addition to and
     shall  not be deemed to exclude any other rights or remedies allowed by law
     except  as  specifically  limited  hereby.  All  rights and remedies may be
     exercised  concurrently.



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4.13  PRIOR  AGREEMENTS

     Except  as  specifically provided for herein, this Agreement, including its
     Schedules,  contains  all  of  the  terms  agreed  upon by the parties with
     respect  to  the subject matter herein and supersedes all prior agreements,
     arrangements  and  understandings  with  respect  thereto,  whether oral or
     written.

4.14  SEVERABILITY

     If  any  part of this Agreement is unenforceable because of any rule of law
     or  public  policy, such unenforceable provision shall be severed from this
     Agreement,  and  this  severance  shall  not  affect  the remainder of this
     Agreement.

4.15  NO  PARTNERSHIP

     Notwithstanding  anything in this Agreement, no part of this Agreement, nor
     the  Agreement  as  a whole shall be construed as creating a partnership or
     agency  relationship  between  the  parties.  If any part of this Agreement
     should  become  construed  as forming a partnership or agency relationship,
     that  part shall be amended such that no partnership or agency relationship
     is  created,  but  that  part  achieves  what it was originally intended to
     achieve.

4.16  DOLLAR  AMOUNTS

     All references to money or specific dollar amounts in this Agreement are in
     United  States  Dollars.

4.17  INTERPRETATION

     In  the  interpretation  of  this  Agreement  or  any  provision hereof, no
     inference  shall be drawn in favor of or against any party by virtue of the
     fact  that  one party or its agents may have drafted this Agreement or such
     provision.

4.18  COUNTERPARTS

     This  agreement  may  be executed in one or more counterparts, all of which
     taken  together  shall  constitute  a  single  instrument.

UNITED  CASINO  CORPORATION

By:      s/  Norman  Wright
         ------------------------
Name:     Norman  Wright
       --------------------------
Title:      President
        -------------------------


Malt,  Ltd.

By:       s/Directserv  Limited
          ------------------------
Name:  ___________________________
Title:       Director
       ---------------------------







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